General Terms and Conditions
2022-03-30 10:07 AM
General Terms and Conditions (GTC) for the use of the Online Platform “Carbexx.com”
Carbexx.com is a service offered by
Brucher Allee 50
Tel: +49 541 963 287 00
Mail: [email protected]
The platform Carbexx.com (Carbon Project Exchange), herein after referred to as “Carbexx.com” is owned and operated by the company Bearfeldt GmbH, hereinafter referred to as “Bearfeldt”, incorporated in Germany.
Section 1: General and Scope of Service
- Bearfeldt operates databases for nature based solutions (reforestation, afforestation, REDD+ and other nature projects) accessible via the Internet in which, via the so-called Public Domain, legal entities and natural persons capable to enter into legal transactions without limitations (hereinafter referred to as "Project Developers") may advertise nature projects (hereinafter called "Projects"), and in which said entities and persons can search for Projects by means of the search function provided by Carbexx.com. The offering party will hereinafter be called “Project Developer” and the searching party is hereinafter called “Investor”. Both parties will hereinafter be referred to as “Users”. These General Terms and Conditions ("GTC") govern the service of Carbexx.com for the web presence and local and mobile applications and services (hereinafter referred to as “Carbexx.com Service”). Certain functionalities and additional services may not be available through all Carbexx.com Services or require creation of a Carbexx.com user account.
- Carbexx.com Service is generally open to Users acting as private or business.
- The present General Terms and Conditions (GTC) apply to all Users of the Carbexx.com Platform and apply to the relationship between Bearfeldt and the Users using the databases operated by Bearfeldt like Carbexx.com (marketplace for reforestation, afforestation, REDD+ and other nature projects). Any terms and conditions of a User contradicting the present GTC or deviating from them shall not be valid.
- Bearfeldt merely provides the technical requirements, in the form of databases, by which information is conveyed. In particular, Bearfeldt is not itself the party offering the presented Projects or information.
- Bearfeldt is not involved in the relationship between the Project Developer and the Investor, neither in the capacity of an intermediary nor as a party or representative of any party.
- Agreements that were initiated as a consequence of a project being placed on Carbexx.com shall be concluded and implemented without Bearfeldt participating.
- Bearfeldt publishes and promotes the Carbexx.com Service and Projects placed by the Users on its own and through third parties, in particular by including the Projects or parts thereof on other websites, in software applications ("Apps"), emails or print media campaigns for the purpose of advertising and increasing the reach of the Carbexx.com Service. To this end Bearfeldt can also provide third parties access to the data, information and content posted on the Carbexx.com Service. The user herewith consents to having his Project information translated for the purpose of integrating them into foreign websites, Apps or similar services.
- The Users are entitled to use the Carbexx.com Service and its functions only within the scope of the current state of technology.
- Bearfeldt reserves the right to temporarily restrict the possibilities of placing and retrieving Projects if this is required due to capacity limits, for purposes of server safety or integrity or in order to implement technical measures and if this serves to provide for a due and proper, or improved, performance of the platform (maintenance work).
- In particular technical reasons may mean that it is not possible, or possible only to a limited extent, to retrieve projects or other information (unexpected system failures).
- At the top of the search results, projects are displayed that best match the search query.
Section 2: User accounts
- The use of the Carbexx.com Service requires a registration. The registration is free. With the registration a User and Bearfeldt conclude a user agreement regarding the use of the Carbexx.com Service (hereinafter referred to as "user agreement”).
- Only legal entities and natural persons capable to enter into legal transactions without limitations may register. In particular, minors are prohibited from registering.
- The information a User has to provide during registration has to be provided completely and correctly. The User is required to correctly disclose his status as a Project Developer or Investor. The registration is completed by entering a valid email address and choosing a personal password. The personal password is to be kept secret and may not be disclosed to third parties.
- In case the information provided during registration changes at a later date, the User is obligated to update this information in his user account promptly.
- The User is obligated to verify the information provided at the time of registration and after every change.
- Every User may only register once on the Carbexx.com Service. The simultaneous registration of more than one user account is prohibited. A circumvention of this regulation is not allowed. A user account is not transferable.
- Bearfeldt reserves the right to delete user accounts (see underneath).
Section 3: Deletion of Projects and Users, Blocking and other Measures
- Bearfeldt may take the following measures at any time and for any reason, without notice.
- Delete Projects or other contents placed with Carbexx.com
- Issue warnings to Users
- Limit or restrict the use of the Carbexx.com Service
- Block Users for a limited period of time
- Suspend Users permanently
- Termination of the User agreement
- Deletion of the User account
- Bearfeldt may permanently suspend a User from using the Carbexx.com Service at any time and for any reason, without notice, if the latter has repeatedly violated the present General Terms and Conditions, or has done so in particularly grave instances, or if another important cause is given.
- When a User is permanently suspended, he may no longer use the Carbexx.com Service and may not register a new user account.
- Users may terminate the user agreement at any time. For this purpose, a User can delete his user account at any time.
Section 4: Changes or Amendments to the GTC
- Bearfeldt reserves the right to modify these Terms at any time. All changes are effective immediately upon posting on the Carbexx.com. Users should review these terms regularly for changes. Your continued use of the Services after any such changes constitutes your binding acceptance of the updated Terms.
Section 5: Requirements as to the Contents and Layout of Projects
- Project Developers shall be under obligation of placing a Project only in the section provided for that type of project (Afforestation, Reforestation, Nature Conservation, Wetland / Peatland, Agroforestry, Mangroves, Others). Only those Projects are permitted which serve to jointly implement Projects in the field of nature restoration and conservation.
- The Users are under the obligation of providing complete and correct information with regards to the Projects.
- It is not permitted to concurrently present the same Project in multiple instances in any of the categories. This shall also apply if the same Project is to be placed in the database at the same time by different Users working together.
- The Projects may be illustrated with photographs and other media. The User undertakes to place only such photographs in the Carbexx.com databases which it is authorized to use without restrictions, and which are not encumbered with third-party rights - in particular not with intellectual property rights of third parties. The photographs used may not be misleading and must reflect the actual conditions of the Project being presented. If the User uses pictures from other sources, such use must be separately indicated.
- In its wording, content, visual layout and intended purposes, the registered Project information may not violate statutory provisions or public decency. Persons engaged in business must in particular comply with the regulations of the Copyright Act and the Trademark Act, the German Telecommunications Services Act (Telemediengesetz) (obligation to provide the publisher's information), and of unfair competition law.
Section 6: Responsibility for the Contents of Projects
- Solely the Project Developers shall be responsible for the contents of the Project information. Bearfeldt shall review the Project information neither for correctness nor completeness. Bearfeldt will not enter into any warranty for the correctness and completeness of Project information.
- Bearfeldt excludes any and all warranty and liability for the compliance of Project Information with statutory provisions.
Section 7: Database Updates, Project Search, Deletion of Projects, Backup Copies
- Each User is responsible for archiving information publicly available through the Carbexx.com Service and stored by Carbexx.com which he needs for the purposes of keeping proof, accounting or other purposes, on storage media independent from Carbexx.com.
Section 8: Manipulation of Project Search, Scraping and Disruption of System Integrity
- Users may search for Projects in the Carbexx.com Service exclusively by means of the search masks offered by Carbexx.com. It is not permissible to search for Projects bypassing the search masks, in particular by using searchware not authorised by Bearfeldt that accesses the databases of Carbexx.com. The contents of the Carbexx.com Service may neither in whole nor in part be extracted or reused , integrated into another website, hyperlinked and/or connected in another way. The use of data mining, robots, grabbing, scraping and/or similar data collection and extraction programs and technologies is prohibited, especially regarding the contents on Carbexx.com. Non-compliance will be prosecuted, among other aspects, under civil law under the aspect of interference with an established and operating business ("Eingriff in den eingerichteten und ausgeübten Gewerbebetrieb"), and can have consequences under criminal law under the aspect of illegal interference with affiliated industrial property rights as provided for in Section 108 et seq. of the Urhebergesetz (Copyright Law).
- Activities targeted at impairing the Carbexx.com Service are prohibited. The user may not take any measures that may result in a strain on the Carbexx.com infrastructure that is excessive or that users cannot reasonably be expected to tolerate. Users shall not be permitted to block, rewrite or modify contents generated by Carbexx.com, or in any other way to create a disturbance by interfering with the Carbexx.com Service.
Section 9: Indemnification
- The Users shall release Bearfeldt from any and all claims asserted by third parties against Bearfeldt because their rights are being violated by the Users offer or by any other use of the Carbexx.com Service by the Users. In so doing, the Users shall also assume the necessary costs incurred by defending the rights of Bearfeldt, including any and all legal and court fees. This shall not apply if and to the extent the User is not responsible for the violation of rights.
Section 10: Limitation of Liability
- In no event will Bearfeldt, subsidiaries, affiliates, officers, directors, consultants, agents and/or employees (collectively “Bearfeldt”), or any third-party provider of a service or tool offered on any site of a member of Bearfeldt (each a “third-party provider”), be liable for any lost profits or any indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from (a) Carbexx.com, (b) these terms, (c) any breach of these terms by you or a third party, (d) the use of Carbexx.com, tools or services we provide, or any third party provider provides, related to the business we operate on Carbexx.com, by you or any third party (e) any user-contributed content, (f) interaction between Carbexx.com and any third party site, including without limitation a social media site, facilitated by a tool or service on Carbexx.com and/or (g) any actual or attempted communication or transaction, including without limitation, any payment transaction (even if we or any third party provider receives a fee in connection therewith) between Users, in each case, even if we have been advised of the possibility of such damages. These limitations and exclusions apply without regard to whether the damages arise from (1) breach of contract, (2) breach of warranty, (3) strict liability, (4) tort, (5) negligence, or (6) any other cause of action, to the maximum extent such exclusion and limitations are not prohibited by applicable law.
- If you are dissatisfied with Carbexx.com, you do not agree with any part of the terms, or have any other dispute or claim with or against Bearfeldt, any third party provider or any user of Carbexx.com with respect to these terms or Carbexx.com, then your sole and exclusive remedy against Bearfeldt is to discontinue using Carbexx.com.
Section 11: Disclaimers
- Carbexx.com, including all content, software, functions, materials and information made available on or accessed through Carbexx.com, is provided “as is.“ to the fullest extent permissible by law, Bearfeldt makes no representations or warranties of any kind whatsoever for the content on Carbexx.com or the materials, information and functions made accessible by the software used on or accessed through Carbexx.com, for any products or services or hypertext links to third parties or for any breach of security associated with the transmission of sensitive information through Carbexx.com or any linked site, even if Bearfeldt becomes aware of any such breaches. Further, Bearfeldt expressly disclaims any express or implied warranties, including, without limitation, non-infringement, merchantability, fitness for a particular purpose or accuracy. Bearfeldt does not warrant that the functions contained on Carbexx.com or any materials or content contained therein will be uninterrupted or error free, that defects will be corrected, or that Carbexx.com or the server that makes it available is free of viruses or other harmful components. You acknowledge and agree that any transmission to and from this site is not confidential and your communications or user-contributed content may be read or intercepted by others. You further acknowledge and agree that by submitting communications or user-contributed content to Bearfeldt and by posting information on Carbexx.com, no confidential, fiduciary, contractually implied or other relationship is created between you and Bearfeldt other than pursuant to these terms.
- You acknowledge and agree that you will not hold or seek to hold Bearfeldt or any third party provider responsible for the content provided by any User, including, without limitation, any translation thereof, and you further acknowledge and agree that Bearfeldt is not a party to any transaction between Users of Carbexx.com. Bearfeldt has no control over and does not guarantee the safety of any transaction or the truth or accuracy of any listing or other content provided on Carbexx.com.
Section 12: Release, Indemnification
- In the event that you have a dispute with one or more other Users of Carbexx.com (including, without limitation, any dispute between Users regarding any transaction or user-contributed content) or any third party provider or any third party website that may be linked to or from or otherwise interact with Carbexx.com, including without limitation any social media site, you hereby agree to release, remise and forever discharge each member of Bearfeldt, each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or your use of Carbexx.com.
- You hereby agree to indemnify, defend and hold each member of Bearfeldt (collectively, the “indemnified parties“) harmless from and against any and all liability and costs incurred by the indemnified parties in connection with any claim arising out of your use of Carbexx.com or otherwise relating to the business we conduct on Carbexx.com (including, without limitation, any potential or actual communication, transaction or dispute between you and any other user or third party), any content posted by you or on your behalf or posted by other users of your account to Carbexx.com, any use of any tool or service provided by a third party provider, any use of a tool or service offered by Bearfeldt that interacts with a third party website, including withtout limitation any social media site or any breach by you of these terms or the representations, warranties and covenants made by you herein, including without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim.
- Bearfeldt reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.
Section 13: Copyright and Usage Rights
- Any and all data, information, company logos, texts, programs and images of Project Information placed on the Carbexx.com Services and other content (e.g., assessments and responses within the framework of the assessment system) may be subject to copyright laws. Furthermore, the other images that can be accessed via the Carbexx.com Service are also subject to copyright. The modification, further processing and usage by third parties in media of any kind is not permitted. The respective creator's and the user's rights shall remain unaffected hereby.
Section 14: Final Provisions
- The user agreement, including these General Terms and Conditions for using Carbexx.com shall, in its application and interpretation, be subject exclusively to the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11th, 1998 shall be excluded.
- Should the User be a merchant, legal entity or special funds under public law, Osnabrück shall be the exclusive place of jurisdiction for any and all disputes arising from or in connection with the user agreement including these GTC. The same shall apply if the user has transferred its residence abroad following the conclusion of the agreement, or does not have any general place of jurisdiction in Germany.
- Should individual provisions of these GTC be or become void or invalid in whole or in part, the effectiveness of the remaining provisions shall not be affected. In place of void or invalid provisions of these GTC, statutory law is applicable. If such statutory law is not available in the respective case (loophole) or would lead to an unacceptable result, the parties shall enter into negotiations to find an effective provision that comes as close as possible to the economic purpose of the void or invalid provision.
Osnabrück, Germany: February 2022